8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

(Date of Report (Date of earliest event reported) December 11, 2014

PacWest Bancorp

(Exact Name of Registrant as Specified in Its Charter)

Delaware	00-30747	33-0885320
(State of Incorporation)	(Commission File Number	(IRS Employer Identification Number)

10250 Constellation Blvd., Suite 1640
Los Angles, California 90067

(Address of principal executive offices)

(310) 286-1144

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

Amendment to Executive Severance Pay Plan

On December 11, 2014, the board of directors (the “Board”) of PacWest Bancorp (the “Company”) approved an amendment (the “Severance Plan Amendment”) to the PacWest Bancorp Executive Severance Pay Plan, as amended and restated effective December 15, 2008 (the “Severance Plan”) to eliminate the provisions of the Severance Plan providing for gross up of excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and to provide for cutback of amounts payable under the Severance Plan to an amount that does not exceed the safe harbor amount under Section 280G of the Code, effective as of the dates provided in the Severance Plan Amendment.

Amendment to Stock Incentive Plan

On December 11, 2014, the Board approved an amendment (the “Stock Incentive Plan Amendment”) to the PacWest Bancorp Stock Incentive Plan, as amended and restated effective January 13, 2014 (the “Stock Incentive Plan”). Pursuant to the Stock Incentive Plan Amendment, awards granted on or after December 11, 2014 shall be subject to “double-trigger” vesting, meaning that, in the event of a Change in Control (as such term is defined in the Stock Incentive Plan) and in the event an employee’s employment is terminated by the Company without Cause or by the employee for Good Reason (as each such term is defined in the Stock Incentive Plan) within 24 months after the Change in Control, such awards will vest, unless otherwise determined by the Compensation, Nominating and Governance Committee of the board of directors of the Company (the “Committee”).

Adoption of Clawback Policy

On December 11, 2014, the Board approved the PacWest Bancorp Clawback Policy (the “Clawback Policy”) which covers current and former executive officers of the Company and any other employee of the Company designated by the Committee. The Clawback Policy provides for the repayment, recoupment and forfeiture of certain incentive-based compensation awards and payments under certain circumstances as determined by the Committee in the event of (i) a restatement of all or a portion of the Company’s financial statements or (ii) a financial statement, performance goal or metric that was materially inaccurate.

Ownership Guidelines

On December 11, 2014, the Board approved the Executive Stock Ownership Guidelines (the “Ownership Guidelines”). The Ownership Guidelines require ownership of shares of common stock having a value equal to five times base salary in the case of the Company’s Chief Executive Officer (the “CEO”) and three times base salary in the case of the Company’s other officers who are direct reports to the CEO. Under the Ownership Guidelines, affected officers will be expected to meet the applicable ownership threshold within five years of the later of December 11, 2014 or the date of their appointment to the applicable position.

Copies of the Severance Plan Amendment, the Stock Incentive Plan Amendment, the Clawback Policy and the Ownership Guidelines are filed as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, hereto and incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.	Description
10.1	Amendment to PacWest Bancorp Executive Severance Pay Plan, dated as of December 11, 2014.
10.2	Amendment to PacWest Bancorp Stock Incentive Plan, dated as of December 11, 2014.
10.3	PacWest Bancorp Clawback Policy, dated December 11, 2014.
10.4	Executive Stock Ownership Guidelines, dated December 11, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PacWest Bancorp
By:	/s/ KORI L. OGROSKY
	Name:	Kori L. Ogrosky
	Title:	Authorized Signatory

Date: December 16, 2014

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to PacWest Bancorp Executive Severance Pay Plan, dated as of December 11, 2014.
10.2	Amendment to PacWest Bancorp Stock Incentive Plan, dated as of December 11, 2014.
10.3	PacWest Bancorp Clawback Policy, dated December 11, 2014.
10.4	Executive Stock Ownership Guidelines, dated December 11, 2014.

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EX-10.1

Exhibit 10.1

AMENDMENT
TO PACWEST BANCORP

EXECUTIVE SEVERANCE PAY PLAN

WHEREAS, PacWest Bancorp (the “Company”) sponsors the PacWest Bancorp Executive Severance Pay Plan, as amended and restated effective December 15, 2008 (the “Plan”);

WHEREAS, Section 8.7 of the Plan provides that the Board of Directors of the Company may amend the Plan, except that no amendment may take effect during a Change in Control Period (as defined under the Plan);

WHEREAS, on April 7, 2014, the Company completed its merger with CapitalSource, Inc. and a Change in Control Period commenced under the Plan; and

WHEREAS, the Board of Directors desires to amend the Plan, effective (i) as of the end of the Change in Control Period for any individual who is a participant in the Plan as of the date hereof and (ii) as of the date hereof for any individual who becomes a participant in the Plan on or after the date hereof, to eliminate the provisions of the Plan providing for gross up of excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and to provide for cutback of amounts under the Plan so that payments to an individual do not exceed the safe harbor amount under Section 280G of the Code.

NOW THEREFORE, effective (i) as of the end of April 7, 2016, for any individual who is a participant in the Plan as of December 11, 2014 and (ii) as of December 11, 2014, for any individual who becomes a participant in the Plan on or after the date hereof, Article II is amended in its entirety to read as follows:

ARTICLE II

TREATMENT OF PARACHUTE PAYMENTS

2.1Parachute Payments

Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any Payment to you would be subject to the Excise Tax, then the Payments shall be reduced to an amount that does not exceed the Safe Harbor Amount.  The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits hereunder in the following order: (i) first, the benefits in Section 3.7, (ii) second, the benefits in Section 3.6, (iii) third, the benefits in Section 3.5 and (iv) fourth, the benefits in Section 3.4.  For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Plan (and no other payments and benefits (including any other Payments under any other plan or agreement)) shall be reduced.

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2.2Determinations

All determinations required to be made under this Article II, including whether and when a reduction of a Payment to the Safe Harbor Amount and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm.  The Accounting Firm shall provide detailed supporting calculations both to you and the Company and within 15 business days of the receipt of notice from you that there has been a Payment or such earlier time as is requested by the Company.  In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, you may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon you and the Company.

2.3Article II Definitions

The following terms shall have the following meanings for purposes of this Article II:

(a)“Accounting Firm” means any independent, nationally recognized public accounting firm that (1) the Company selects before a Change in Control or (2) that is acceptable to you and selected by the surviving company after a Change in Control.

(b)“Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(c)“Payment” shall mean any payment, benefit or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for your benefit, whether paid or payable pursuant to this Plan or otherwise.

(d)“Safe Harbor Amount” means 2.99 times your “base amount,” within the meaning of Section 280G(b)(3) of the Code.

IN WITNESS WHEREOF, PacWest Bancorp has caused this amendment to be executed by its duly authorized officers as of the 11th day of December, 2014.

/s/ Kori Ogrosky

Name: Kori Ogrosky

Title: EVP, General Counsel

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EX-10.2

Exhibit 10.2

AMENDMENT
TO PACWEST BANCORP

2003 STOCK INCENTIVE PLAN

WHEREAS, PacWest Bancorp (the “Company”) sponsors the PacWest Bancorp Stock Incentive Plan, as amended and restated effective January 13, 2014 and as amended from time to time (the “Plan”) and capitalized terms used herein but not defined shall have the same meaning as under the Plan;

WHEREAS, Section 18 of the Plan provides that the Board of Directors of the Company may amend the Plan, except under circumstances not relevant hereto; and

WHEREAS, the Board of Directors desires to amend the Plan, effective as of December 11, 2014, to provide that Awards granted on or after such date shall be subject to double-trigger vesting upon a Change in Control, unless otherwise determined by the Committee.

NOW THEREFORE, the Plan is amended as follows, effective as of December 11, 2014:

1.Section 2 is amended to amend the definition of “Vesting Event” in its entirety to read as follows:

“Vesting Event” shall mean the earlier of: (i) the occurrence of a Change in Control, for all Awards granted with an effective date prior to December 11, 2014; (ii) the termination of a Participant’s Service (other than for Cause) following the approval by the stockholders of the Company of any matter, plan or transaction which would constitute a Change in Control, for all Awards granted with an effective date prior to December 11, 2014; (iii) the termination of a Participant’s Service by the Company or any successor entity thereto without Cause or by the Participant for Good Reason (as defined in the Award Agreement, if applicable) within twenty-four months following the occurrence of a Change in Control, for all Awards granted with an effective date of December 11, 2014 or afterward; and (iv) the death of a Participant, for all Awards granted with an effective date of November 2, 2005 or afterward.

2.  The title to Section 11 is hereby amended to read as follows: “Adjustments Upon Changes in Capitalization; Change in Control” and Section 11 is amended to add a new subsection (c) to read as follows:

(c)Change in Control.  This Section 11(c) shall apply to Awards granted with an effective date of December 11, 2014 or after.

(i)Unless otherwise determined by the Committee (or unless otherwise set forth in an employment agreement or a severance agreement or plan applicable to a Participant), if a Participant’s Service is terminated by the Company or any successor entity thereto without Cause or by the Participant for Good Reason (as defined in the Award Agreement, if applicable), in each case

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upon or within twenty-four months after a Change in Control, each Award granted to such Participant prior to such Change in Control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of Service, provided that, as of the Change in Control date, any outstanding Performance Stock Awards shall be deemed earned at the greater of the target level or actual performance level through the Change in Control date (or if no target level is specified, the maximum level) with respect to all open performance periods and shall be subject to time-based vesting following the Change in Control in accordance with the original performance period.

(ii)Notwithstanding the foregoing, in the event of a Change in Control, a Participant’s Award may be treated, to the extent determined by the Committee to be permitted under Section 409A of the Code, in accordance with one of the following methods as determined by the Committee in its sole discretion: (i) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Award previously granted under the Plan, as determined by the Committee in its sole discretion; (ii) cancel such Award for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and SARs, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of shares of Common Stock subject to such Options or SARs over the aggregate Exercise Price of such Options or SARs, as the case may be; or (iii) provide that for a period of at least 20 days prior to the Change in Control, any Options or SARs will be exercisable as to all shares of Common Stock subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control.  For the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR for which the Exercise Price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor.

IN WITNESS WHEREOF, PacWest Bancorp has caused this amendment to be executed by its duly authorized officers as of the 11th day of December, 2014.

/s/ Kori Ogrosky

Name: Kori Ogrosky

Title: EVP, General Counsel

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EX-10.3

Exhibit 10.3

CLAWBACK POLICY EFFECTIVE DATE: DECEMBER 11, 2014 LAST REVIEWED: DECEMBER 11, 2014

Purpose:  The Board of Directors of PacWest Bancorp (the “Corporation”) has adopted this clawback policy (the “Clawback Policy”), effective as of December 11, 2014 (the “Effective Date”), to address the repayment, recoupment and forfeiture of certain incentive-based compensation awards and payments under certain circumstances.

Administration:  This Clawback Policy will be administered by the Compensation, Nominating and Governance Committee of the Board of Directors (the “CNG Committee”).  The CNG Committee is authorized, subject to the provisions of this Clawback Policy, to make such determinations and interpretations and to take such actions in connection with this Clawback Policy, including implementing any repayment, recoupment and forfeiture procedures, in each case, as it deems necessary or advisable.  Actions of the CNG Committee pursuant to this Clawback Policy may be taken by the vote of a majority of its members.  The Board of Directors of the Corporation (the “Board”) may, in its sole discretion, at any time and from time to time, administer this Clawback Policy, in which case the Board will have all of the authority and responsibility granted to the CNG Committee herein.  All determinations and interpretations made by the CNG Committee or the Board will be final, binding and conclusive. The CNG Committee shall review and approve this Clawback Policy no less than annually.

Covered Employees:  All Covered Employees (as defined below) are subject to this Clawback Policy.  For purposes of this Clawback Policy, the term “Covered Employee” means any current or former executive officer of the Corporation for purposes of the Securities Exchange Act of 1934, as amended, and any other employee who is designated by the CNG Committee as a Covered Employee for purposes of this Clawback Policy, as in effect from time to time.

Covered Awards:  This Clawback Policy applies to any annual or long-term cash, equity or equity-based incentive or bonus compensation paid, provided or awarded to any Covered Employee on or after the Effective Date (each, a “Covered Award”).

Clawback Events:  For purposes of this Clawback Policy, “Clawback Event” means the occurrence of any of the following events for a Covered Employee:

(i) a restatement of all or a portion of the Corporation’s financial statements; or

(ii) a financial statement, performance goal or metric that was materially inaccurate.  For these purposes, a performance goal or metric includes any goal or metric, including, but not limited to, corporate or business unit financial results and business unit or individual performance goals or metrics, used directly or indirectly to determine whether or not incentive compensation is to be paid, provided or awarded to a Covered Employee (or group of Covered Employees and/or other employees) or to determine the amount of any such compensation.

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Determination of Amount Subject to Recoupment, Repayment or Forfeiture.  If the CNG Committee determines, in its sole discretion, that a Clawback Event has occurred, the Committee may require recoupment, repayment and/or forfeiture of the portion of any Covered Award that represents the excess over what would have been paid if such Clawback Event had not occurred as determined by the CNG Committee in its sole discretion.

Notwithstanding anything herein to the contrary, the CNG Committee retains the sole discretion to determine whether, and to what extent, to enforce such recoupment, repayment or forfeiture upon consideration of each situation based on its individual facts and circumstances and may make determinations that are not uniform among the Covered Employees.

Amendment and Termination:  The CNG Committee or Board may terminate this Clawback Policy at any time.  The CNG Committee or Board may also, from time to time, suspend, discontinue, revise or amend this Clawback Policy in any respect whatsoever.  Nothing in this Clawback Policy will be deemed to limit or restrict the Corporation from providing for recoupment, repayment and/or forfeiture of compensation (including Incentive Compensation) under circumstances not set forth in this Clawback Policy.

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EX-10.4

Exhibit 10.4

EXECUTIVE STOCK OWNERSHIP GUIDELINES EFFECTIVE DATE: DECEMBER 11, 2014 LAST REVIEWED: DECEMBER 11, 2014

The Board believes that significant stock ownership by the Company’s senior officers will further align their interests with those of the Company’s stockholders and will promote our long-term business objectives.  Therefore, the Board has adopted common stock ownership guidelines requiring ownership of shares of common stock having a value equal to five times base salary in the case of our CEO and three times base salary in the case of our other officers who are direct reports to the CEO.

Officers will be expected to meet the applicable ownership threshold within five years of the later of December 11, 2014 or the date of their appointment to the applicable position.

The level of compliance with these guidelines will be determined on an annual basis by the Compensation, Nominating and Corporate Governance Committee (the “CNG Committee”) and reported to the Board.  For purposes of such determination, stock ownership will be determined from the totals on Table 1 of an SEC Form 4 other than unvested time-based restricted stock awards, and which excludes outstanding stock options and stock appreciation rights (whether or not vested).  To calculate the value of an officer’s shares of common stock, this total shall be multiplied by the highest share price in the preceding 52 week period.

These guidelines may be waived at the discretion of the CNG Committee with respect to any particular officer or based on bona fide personal financial need or hardship, other special circumstances or if compliance would prevent an officer from complying with law, regulation or a court order, as in the case of a divorce settlement.

The CNG Committee shall review these Executive Stock Ownership Guidelines no less than annually.

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